Worldline - 2019 Universal Registration Document

WORLDLINE Investments

Investments C.10

Investments of 2019 C.10.1

Investments in shared infrastructure. The Group invested a total of € 63.2 million in 2019 in shared infrastructure – infrastructure that is not dedicated to a single client – which consists principally of software, servers, network and storage equipment; Investments in infrastructure dedicated to specific clients. The Group invested a total of € 16.1 million in 2019 in dedicated equipment for specific clients (principally dedicated servers and terminals leased to clients). The following table shows capital expenditures (purchases of tangible and intangible assets) by type of expenditure for the periods indicated.

In 2019, the Group’s total capital expenditures (purchases of tangible and intangible assets recorded on the balance sheet) were € 127.0 million. These capital expenditures comprised principally: Capitalized production costs. Capitalized production costs, which relate to the applications developed specifically for clients or technology solutions provided to a group of clients, totalled € 42.1 million in 2019. This amount was invested primarily in internal software development in four main areas: (i) rendering the Group’s processing platform compliant with SEPA Regulations and the development of new functionalities in lines with the DSP2, (ii) adapting the Sips Internet platform, (iii) developing Connected Living offers and (iv) developing new line of payment terminals,

C

12 months ended December 31, 2019

12 months ended December 31, 2018

(In € million)

Capitalized production Development of new software platforms Development of software for specific customers

42.1

43.1

0

0

IT Platform Total capitalized production

42.1

43.1

Other purchases of tangible and intangible assets Shared infrastructure

63.2  18.1 

43.9

Dedicated infrastructure

11.6

Other

5.6 

4.7

Total other purchases of tangible and intangible assets

84.9

60.2

Total capital expenditures (purchases of tangible and intangible assets)

127.0

103.3

Gross Financial Investments In 2019, the Group’s net financial investments (amounts paid for financial assets) amounted to € 1,094.8 million represented mainly the acquisition of the 36.4% minority interests of equensWorldline (€-1,070.9 million) and the net cash effects linked to the acquisitions of SIX Payment Services.

Principal Investments Currently Underway and Planned C.10.2

Including the investment derived from the SIX Payment Services integration plan, the Group expects its average annual level of capital expenditure for maintaining and upgrading its IT equipment and its software platforms to be between 5% and 6% of revenue in the short and medium term. As presented in Section A.5.2, Worldline has announced on February 3, 2020 its contemplated acquisition of Ingenico. This transaction would result in a total potential cash out of c. € 2.0 billion, assuming a 100% tender rate of Ingenico shares and 100% tender rate on Ingenico OCEANEs, with OCEANEs holders choosing the cash option. This cash component is financed through a dedicated banking bridge facility. On March 30, 2020 Worldline SA entered into a mandate letter providing

the terms and conditions under which a pool of banks commit to enter into a bridge facility agreement upon Company’s request for an amount of € 2.6 billion and for a one year maturity (with options for extension) in order to finance the contemplated acquisition of Ingenico as announced on February 2, 2020 (for additional information, refer to Section Worldline expects a post-IFRS 16 Net Debt/OMDA ratio at circa 2.5x at year end 2020, that would be reduced to around 1.5x, 12 months after closing, assuming a 100% tender. Worldline confirms its financial policy to remain between 1.5x and 2.5x Net Debt/OMDA as well as its dividend policy. E.2.2.1.

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Universal Registration Document 2019